Greater Madison Mountain Biking

Capital Off-Road Pathfinders (CORP) is a 501(c)(3) International Mountain Bicycling Association (IMBA) Chapter based in south-central Wisconsin. We are dedicated to building sustainable trails and creating environmentally responsible off road bicycling opportunities. If you’re looking for a riding partner, want to help build/design a trail, or just need info on local MTB trails this is where you want to be. We meet casually once a month at a local bike trail (warm night) or indoor location (cold) for general business, discussions, bike trip planning, trail building planning, and what-have-you. Summer location rotates between the local trail locations with a ride afterward. Winter location to be announced on a monthly basis. All encouraged to come for the ride, the meet, or both.

What is the IMBA Chapter Program?
The chapter program is IMBA’s newest initiative to create a unified voice for mountain bikers. Simply put, the mountain bike movement is stronger when local and national organizations work in tandem to create great trail experiences. IMBA has the professional full-time staff, the database capabilities and the institutional knowledge to make an impact, while local clubs have the relationships and (most importantly) the trails. Together, we can increase access and bring more people to the ride!

MembershipJoining CORP is simple. Join our online forum for free and become a full member by joining IMBA. All IMBA members are CORP members if they live in our geographic region and choose CORP as their local chapter. IMBA members outside of the Dane County area can become full members of CORP by associating with Capital Off-Road Pathfinders from your IMBA profile.

Section 1 - Name: The name of the organization shall be Capital Off Road Pathfinders (CORP). It shall be a nonprofit organization serving as the greater Madison, Wisconsin chapter of the International Mountain Bicycling Organization (IMBA).Section 2 - Purpose: Capital Off Road Pathfinders (CORP) is a non-profit volunteer organization dedicated to safeguarding the future of mountain biking in the greater Madison, Wisconsin area through the promotion of responsible riding, construction and maintenance of mountain biking trails.Section 3 - Organization and Structure: Upon acceptance of its application, CORP shall operate as an IMBA chartered Chapter. CORP will operate as a corporation organized exclusively for charitable, and educational purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. All funds, whether income or principal, and whether acquired by gift or contribution or otherwise, shall be devoted to said purposes.

Article II - Membership

Section 1 - Section 1 – Eligibility for membership: Application for voting membership shall be open to any person in agreement with the purpose statement in Article I, Section 2. Membership shall be granted after joining the International Mountain Bike Association and selecting CORP and the members affiliated chapter.Section 2 - Annual dues: The amount required for annual dues is set by the IMBA. For membership an individual must join at a minimum level of the annual basic or youth membership. Continued full membership is contingent upon being current on membership duesSection 3 - Rights of members: Each member shall be eligible to cast one vote in elections of the Board of Directors for the Capital Off Road Pathfinders. In the event of member absence at an election the absent member may appoint one voting representative to cast the members vote in Capital Off Road Pathfinder Board of Director elections.Section 4 - Resignation and Termination: Any member may resign membership by providing written notice of their desire to do so to the IMBA.

Article III - Meetings of Members

Section 1 - Regular meetings: At a minimum, there shall be Quarterly Board of Director meetings held in January, April, July and October and General Club social meetings held in February, March, May, and September. Alternatively, or in addition, the Board may vote to hold monthly open membership meetings. Hierarchy for presiding at meetings shall be in the following order: President, Vice-President-Membership, Vice-President-Events, Secretary, and Treasurer.Section 2 – Annual meeting: The annual meeting shall be held in the last quarter of the year. The membership will elect the vacant positions for Elected Officers, receive a year-end status report on the organization from the officers and committees, and work to determine the direction of the organization for the coming year. Elected Officer Board Members shall appoint any vacant Appointed Board Member Positions.Section 3 – Special meetings: Special meetings may be called by the President, majority vote of the Board, or presentation to the President or Board of a written petition signed by twenty-five percent of voting members.Section 4 – Notice of meetings: Notice of meetings shall be provided to members via website and mailing list update notice not less than 3 days prior to the meeting.Section 5 – Quorum: Half of the Elected Board of Directors and at least two Appointed Board Members must be present at a meeting to constitute a quorum.Section 6 – Voting: All issues to be voted on shall be decided by a simple majority of the quorum at the meeting in which the issue is presented.

Section 3 - Number and Qualifications: CORP Board shall be made up of 5 Elected Officers and 4 Appointed Board Members. All Board members must also be general voting members of CORP in good standing.Section 4 – Terms: All officer Board members shall serve two-year terms and are eligible for re-election for up to two consecutive terms. After sitting out from elected office for a year, a member may stand for election again, also for up to two consecutive terms. Appointed Board Members shall serve two year terms but are not limited in number of consecutive terms.Section 5 – Board elections: Elected Officer Board positions shall be elected or re-elected by the general membership at the annual meeting. Elected Officer Board positions shall be filled by simple majority vote of members present at the annual meeting. Appointed Board Member positions shall be appointed by the Elected Officers at the annual meeting, as needed.Section 6 – Election procedures: Any voting member may nominate an individual, including themselves, to the slate of nominees for elections. Nomination for election must be received in writing no later than the October Board of Directors meeting.Section 7 – Officers and duties: There shall be five officers of the board consisting of a president, vice-president-membership, vice-president-events, secretary, and treasurer. Duties of board positions is as follows:

President: The President is responsible for the overall operations and direction of the club, liaising with the regional IMBA representative and public land managers, delegating such responsibilities as the President sees fit, and presiding over membership meetings and Board meetings or arranging for other officers of the Board to preside in the absence of the President, and performing or delegating other such tasks as are necessary for the functioning of the Club and achieving program goals.

Vice-President-Membership: The Vice-President-Membership is responsible for maintaining existing membership base and developing new membership, including staffing event booths for membership recruitment and coordinating with the Vice-President-Events, and other duties from time to time as may be assigned by the President or the Board. The Vice-President-Membership is also responsible for chairing the Membership Committee.

Vice-President-Events: The Vice-President-Events is responsible for scheduling, coordinating, and expediting major club events and functions and coordinating with the Vice-President-Membership, and other duties from time to time as may be assigned by the President or the Board.

Secretary: The Secretary is responsible for keeping records of Board actions including preparing minutes of all meetings, sending notification of meetings with proposed agenda, distributing minutes to members, ensuring that organization records are maintained, and the timely submission of any periodic filings with the State of Wisconsin or the Internal Revenue Service, and other duties from time to time as may be assigned by the President or the Board.

Treasurer: The Treasurer shall serve as the fiscal manager for CORP, and is responsible for accounting for, depositing, disbursing, and acknowledging member dues and donations, grants, and other contributions, and shall report at each annual meeting on the financial status of the organization, or at a monthly meeting as needed. Other specific duties include: help develop fundraising plans, hold and maintain organization financial records, and be the organization liaison for sponsorship opportunities; prepare and submit CORP financial performance reports to the Board and annually to IMBA (for independent audit purposes); perform all duties incident to the office of Treasurer, and other duties from time to time as may be assigned by the President or the Board. The Treasurer shall serve as Chair of the Finance Committee.

Section 8 - Appointed Board positions and duties: There are 4 Appointed Board Member Positions to be filled by appointment of the Elected Officers:

At-Large Board Members (4): Serve on the board as representatives of the general membership as well as the assigned Trail Stewards. Provide brief reports regarding each trail at board meetings. Other duties from time to time as may be assigned by the President or the Board. The four members will be designated East (CamRock County Park, CamRock Bike Park, Northeast and Sun Prairie), Central (Quarry Park, Quarry Ridge, Badger Prairie, and Seminole), Near West (Pleasant View, Blackhawk, Cross Plains), and West (Blue Mound, Brigham, The Farm, and Sauk Recreation Area). The At-Large Board Members relationship to the trails he/she represents is both to make sure the needs of the trails are known to the Board, and to help insure that their respective Trail Stewards are fulfilling their duties.

Section 9 - Appointed Non-Board positions and duties:

Trail Steward: Trail Stewards are responsible for the well-being of his/her respective trail. This includes maintaining communication with land managers, planning needed maintenance/upgrades/expansions, monitoring relevant social media, communicating needs and opportunities with the board and general membership, as well as organizing and overseeing trail work.

Assistant Trail Steward: Assist Trail Stewards as needed, primarily in the field in the form of organizing and leading trail work. Keep abreast of the Trails Steward's work in order to be able to stand in for the Trail Steward as needed.

Director of Web Presence: Oversee and maintain the clubs website, Facebook page, discussion forums, and all other online resources.

Race Director: Organize and run annual race, currently the Battle of CamRock.

Other positions may be created, as needed, on an ad hoc basis, as determined by a majority of the Board. Qualifications: All Appointed Board Members shall be general voting members in good standing and shall be appointed by the Elected Officers from nominated members and serve in the designated positions.Section 10 – Vacancies: When a vacancy on the Board exists mid-term the remaining Board members may nominate a replacement. Nominations will be ratified by a majority vote of the membership at the next meeting. These vacancies will only be filled until the end of the original Board members term.Section 11 – Resignation, termination, and absences: Resignation from the Board must be presented in writing to the secretary. A Board member may be removed from the Board due to excess absences (more than two meeting absences without notification in a year), or for other just cause by a majority vote of remaining Board members.Section 12 – Special meetings: Special meetings of the Board shall be called upon the request of the President or majority vote of the Board. Notice of special meetings shall be sent to all Board members by the secretary with as much advance notice as possible. Special meetings of the Board may be closed to the general membership as deemed appropriate by the President.

Article V – Committees

Section 1 – Committee formation: There shall be two standing committees: the Finance Committee and Membership Committee. The Board may create other committees as needed for fundraising, special events, public relations, data collection, trail stewardship, etc. The Board President appoints all non-standing committee chairs. Section 2 – Finance committee: The Finance Committee shall consist of the Treasurer and two members at large. The Treasurer is the chair of the finance committee and shall be responsible for appointing the two other members of the committee. The finance committee is responsible for developing and reviewing fiscal procedures, annual budget, and fundraising plans. The Board must approve the budget and expenditures by majority vote with full disclosure to general membership. Exceptions to the budget must be approved by majority vote of the Board. The fiscal year shall match the terms of elected Board members. An annual financial report shall be submitted to the Board and general membership to show income, expenditures, and pending income. Financial records of the organization are public records and must be made available upon request.Section 3 – Membership committee: The Membership Committee shall consist of the Vice President-Membership and two members at large. The Vice President-Membership is the chair of the membership committee and shall be responsible for appointing the two other members of the committee. Specific Responsibilities: Lead the committee in developing, executing and updating the action plan to conduct Membership efforts that support the chapter’s aim; plan and lead committee meetings while sustaining frequent communication with committee members; conduct membership recruitment activities and membership retention activities as well as membership campaigns; document Membership efforts by the committee and provide in reports to the Board for their meeting; find and retain Committee members; manage the Committee budget, including generation of funds to cover the Committee’s activities, where possible/feasible; be accountable for the performance and deliverables of the Committee; ensure that the Chapter is represented in a positive and professional manner at any Chapter related event; ensure Documents are posted on time (meeting minutes, annual action plan, commitment forms, monthly reports, and workshop summaries) on the Chapter Basecamp site.

Article VI - Contracts, Checks, Deposits, Gifts

Section 1 - Contracts: The Board shall authorize any officer or officers, agent or agents of CORP to enter into any contract or execute and deliver any instrument in the name of, and on behalf of, CORP, and such authority may be general or confined to specific instances.Section 2 - Deposits: All funds shall be deposited promptly to the credit of CORP in such federally insured banks, trust companies or other depositories as the Board may select.Section 3 - Gifts: Any officer may accept, on behalf of CORP, any unconditional contributions, gifts, bequests or devises of cash or marketable securities for the general purposes, or for any special purpose, of CORP. Conditional or restricted gifts, bequests or devises or gifts of other types of property shall first be approved by the Board before final acceptance. CORP agrees to coordinate major donor and corporate membership solicitations to any person or organization with whom IMBA may have an existing agreement or pending ask with IMBA prior to making an ask. IMBA agrees to coordinate a shared fundraising model for specified fundraising campaigns conducted within CORP’s territory.Section 4 - Disbursements: CORP shall operate under a financial budget approved by the Board. The Treasurer is responsible for all disbursements; disbursements must be authorized in writing and checks signed by the treasurer.

Section 1 - Dissolution of CORP: The Board may by a two-thirds vote dissolve CORP when it is satisfied that CORP is inactive and that there is no reasonable hope of its immediate revival, or when it is satisfied that such action is in the best interests of CORP and IMBA. CORP dissolution shall not affect IMBA membership status of the members assigned to CORP. Members of CORP, if dissolved, shall be assigned unaffiliated status or reassigned to another chapter if such exists in this general region and if they so choose. Upon dissolution, all chapter funds shall revert to IMBA, and use of the IMBA name as a chapter shall cease.

Article IX - Amendments

Section 1 - Amendments: These bylaws may be amended when necessary by majority vote of the Board of directors. Proposed amendments must be submitted to the secretary and sent out with regular Board announcements. Amendments may be voted on at either a monthly membership meeting, a quarterly Board meeting, or the annual club meeting.

Article X - Indemnification

Section 1 - Indemnification: Each director, officer, or board member of CORP now or hereafter in office and his heirs, executors and administrators, and each director, officer, or board member of CORP and his heirs, executors and administrators who now acts, or shall hereafter act at the request of CORP as director, officer, or board member of another corporation controlled by CORP, shall be indemnified by CORP against all costs, expenses and amounts of liability therefor, including counsel fees, reasonably incurred by or imposed upon him in connection with or resulting from any action, suit, proceeding or claim to which he may be made a party, or in which he may be or become involved by reason of his acts of omission or commission, or alleged acts of commission as such director, officer, or board member, or, subject to the provisions hereof, any settlement thereof, whether or not he continues to be such director, officer, or board member at the time of incurring such costs, expenses or amounts, and whether or not the action or omission to act on the part of such director, officer, or board member, which is the basis of such suit, action, proceeding or claim, occurred before or after the adoption of this bylaw; provided that such indemnification shall not apply with respect to any matter as to which such director, officer, or board member shall be finally adjudged in such action, suit or proceeding to have been individually guilty of willful misfeasance or malfeasance in the performance of his duty as such director, officer, or board member, and provided, further, that the indemnification herein provided shall, with respect to any settlement of any such suit, action, proceeding or claim, include reimbursement of any amounts paid and expenses reasonably incurred in settling any such suit, action, proceeding or claim, when, in the judgment of the board of directors of CORP, such settlement and reimbursement appear to be for the best interests of CORP. The foregoing right of indemnification shall be in addition to and not exclusive of any and all other rights as to which any such director, officer, or board member may be entitled under any bylaw, agreement, vote or otherwise; and shall not be exclusive of any other rights of indemnity to which any director, officer, or board member may otherwise be entitled under the laws of the State of Wisconsin. This Article is intended to constitute a contract with each person who, subsequent to its adoption, is serving or shall subsequently serve as a director, officer, or board member of the Corporation; and the indemnification provided herein shall be in addition to any other compensation which each such person may receive from the Corporation for his/her services as a director, officer, or board member of the Corporation.

CertificationThese bylaws were approved at a meeting of the board of directors by a majority vote on Feb 23, 2017.